RESOLUTION NO. 80 

A RESOLUTION of the Board of Directors of the Industrial Development
Corporation of the Port of Seattle authorizing the issuance and sale of
its Special Facilities Revenue Refunding Bonds, Series 2012 (Delta Air
Lines, Inc. Project) in a principal amount not to exceed $75,000,000;
approving the documentation in connection with the issuance of said
bonds; appointing a trustee; and providing for other matters relating
thereto. 

WHEREAS, on June 5, 2001, the Board of Directors (the "Board") of the Industrial
Development Corporation of the Port of Seattle (the "Development Corporation") issued its
Special Facilities Revenue Bonds, 2001 (Northwest Airlines, Inc. Project) (the "2001 Bonds") in
the aggregate principal amount of $64,300,000 for the purpose of financing certain industrial
development facilities (the "Project") by Northwest Airlines, Inc.; and 
WHEREAS, subsequent to the issuance of the 2001 Bonds, Northwest Airlines, Inc.
merged into Delta Air Lines, Inc. (the "Company"); and 
WHEREAS, after due consideration it appears to the Board that the 2001 Bonds, which
remain outstanding in the principal amount of $64,300,000, may be refunded by the proceeds of
special facilities revenue refunding bonds at a substantial savings; and 
WHEREAS, the 2001 Bonds may be redeemed at any time on or after April 1, 2012 at a
price of 100% of the principal amount thereof; and 
WHEREAS, on August 16, 2012, the Development Corporation held an open public
hearing on the issuance of said special facilities revenue refunding bonds pursuant to notice
published in The Seattle Times on August 1, 2012; and

WHEREAS, forms for the following documents ("Financing Documents") relating to the
proposed issue of bonds and the use of bond proceeds have been prepared and are on file with the
Secretary of the Board: 
(a)    A Financing Lease (the "Financing Lease"), to be dated as of October 1,2012,
proposed to be made and entered into between the Company and the Development Corporation; 
(b)    A Sublease (the "Sublease"), to bedated as of October 1, 2012, proposed to be
made and entered into between the Development Corporation and the Company; 
(c)    An Indenture of Trust (the "Indenture") to be dated as of October 1, 2012,
proposed to be made and entered into between the Development Corporation and U.S. Bank
National Association, a national banking association with trust powers having its main corporate
trust offices and place of business in the city of St. Paul, Minnesota, as trustee (the "Trustee"),
authorizing the issuance of and setting forth the terms and conditions of the said special facilities
revenue refunding bonds, assigning the Development Corporation's interest in the Financing
Lease and the Sublease, and setting forth the proposed recitals, covenants and agreements of the
parties with respect thereto; 
(d)    The Leasehold Deed of Trust and Security Agreement (the "Leasehold Deed of
Trust") and Assignment of Leasehold Deed of Trust and Security Agreement from the
Development Corporation to the Trustee (the "Assignment"); 
(e)    A Bond Purchase Agreement (the "Bond Purchase Agreement") proposed to be
made and entered into between Citigroup Global Markets Inc. (the "Underwriter") and the
Development Corporation; 
(f)     An Indemnification and Compensation Agreement, between the Development
Corporation and the Company (the "Indemnification and Compensation Agreement"); 

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(g)    A Letter of Representation ("Letter of Representation") from the Company as
required under the Bond Purchase Agreement; 
(h)    An Escrow Deposit Agreement ("Escrow Agreement") between the Development
Corporation and U.S. Bank National Association, in its capacity as escrow agent, with respect to
certain proceeds of the Bonds; and 
(i)     A Guaranty from the Company to the Trustee (the "Guaranty"); and 
WHEREAS, pursuant to the foregoing Financing Documents, the Development
Corporation hereby determines that the issuance of its Special Facilities Revenue Refunding
Bonds, Series 2012 (Delta Air Lines, Inc. Project) in an aggregate principal amount not to exceed
$75,000,000 (the "Bonds"), is in the public interest and consistent with the Act; 
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
INDUSTRIAL DEVELOPMENT CORPORATION OF THE PORT OF SEATTLE, as follows: 
Section 1.    Findings of the Development Corporation. The Board hereby finds as
follows: 
(a)    Refunding the 2001 Bonds, the issuance and sale of the Bonds, the execution and
delivery of the Financing Lease, the Sublease, the Leasehold Deed of Trust, the Assignment, the
Indenture, the Bond Purchase Agreement, the Escrow Agreement and the Indemnification and
Compensation Agreement, and the performance of all covenants and agreements of the
Development Corporation contained in the Financing Lease, the Sublease, the Leasehold Deed of
Trust, the Assignment, the Indenture, the Bond Purchase Agreement, the Escrow Agreement and
the Indemnification and Compensation Agreement and all other acts and things required under
the Constitution and laws of the State of Washington to make the Financing Lease, the Sublease,
the Leasehold Deed of Trust, the Assignment, the Indenture, the Bond Purchase Agreement, the

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Escrow Agreement, the Indemnification and Compensation Agreement and the Bonds valid and
binding, limited obligations of the Development Corporation enforceable against the
Development Corporation in accordance with their terms, respectively, are authorized by the Act; 
(b)    The issuance and sale of the Bonds and the use of the Bond proceeds to refund the
2001 Bonds and pay costs of issuance are in conformity with and satisfy the guidelines of the
Development Corporation with respect to the issuance of industrial revenue bonds under the Act;
and 
(c)    In reliance upon delivery of an approving legal opinion from Bond Counsel,
K&L Gates LLP, the Board hereby finds and determines that the interest on the Bonds will be
exempt from income taxation by the federal government, subject to certain customary exceptions. 
Section 2.    Authorization and Approval. The Development Corporation is hereby
authorized to refund the 2001 Bonds and permit the use of the Bond proceeds for such purpose
and to pledge and assign the Financing Lease payments and revenues therefrom and its interest in
the Financing Lease and the Sublease to the Trustee hereinafter appointed, all as provided in the
Sublease, the Financing Lease and the Indenture. The forms of the Financing Documents are
approved subject to such modifications as are deemed appropriate and approved by the President 
or Vice President of the Board of Directors or Development Corporation Representative
(hereinafter appointed) and counsel for the Development Corporation, which approval shall be
conclusively evidenced by execution and delivery of the Financing Lease, the Sublease, the
Assignment, the Indenture, the Bond Purchase Agreement, the Escrow Agreement, the
Indemnification and Compensation Agreement, and the Bonds by the President, Vice President
or Secretary of the Board or Development Corporation Representative as therein required. The
Financing Lease, the Sublease, the Escrow Agreement, the Indemnification and Compensation

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Agreement and the Assignment are hereby directed to be executed in the name and on behalf of
the Development Corporation by the President or Vice President of the Board or a Development
Corporation Representative, but only to be delivered upon execution thereof by the Company, as
applicable. The Indenture is directed to be executed in the name and on behalf of the
Development Corporation by the President, Vice President or Secretary of the Board or a
Development Corporation Representative, and delivered to the Trustee. 
Section 3.    Authorization of Bonds. To refund the 2001 Bonds, the Development
Corporation does hereby authorize the issuance, sale and delivery of the Bonds, in an aggregate
principal amount not to exceed $75,000,000, in the form set forth in the Indenture, pursuant to
the terms set forth therein. The Bonds shall mature and bear interest as provided in the Bond
Purchase Agreement. Payments of principal and interest shall be made as provided in the
Indenture.  The Bonds shall be subject to redemption prior to their scheduled maturities as
provided in the Indenture. 
Section 4.    Sale of Bonds. The proposal of the Underwriter to purchase the Bonds
pursuant to the Bond Purchase Agreement in accordance with the terms set forth in the Bond
Purchase Agreement is hereby accepted. The Bond Purchase Agreement shall be executed in the
name and on behalf of the Development Corporation by the President or Vice President of the
Board or a Development Corporation Representative, but shall be delivered only upon execution
thereof by the Underwriter and the execution of the Letter of Representation by the Company. 
Section 5.    Execution and Delivery of Bonds. The President or Vice President and
Secretary of the Board of Directors of the Development Corporation are authorized and directed
to execute by facsimile or manual signatures for and on behalf of the Development Corporation
the Bonds as provided in the Indenture and to deliver such Bonds to the Trustee hereinafter

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named for authentication and thereafter to deliver the Bonds to the Underwriter upon the
simultaneous payment of the purchase price as specified in the Bond Purchase Agreement. 
Section 6.    Appointment of Trustee. U.S. Bank National Association,  St. Paul,
Minnesota, is hereby designated as Trustee for the Bonds. The Development Corporation does
request and authorize the Trustee on behalf of the Development Corporation to authenticate the
Bonds and the President or the Vice President of the Board or a Development Corporation
Representative is authorized to execute a formal request to authenticate for and on behalf of the
Development Corporation. 
Section 7.    Further Documents and Certificates. The Development Corporation
Representative, as hereinafter defined, and such other officers of the Development Corporation
as may be appropriate, are authorized and directed to execute any and all documents and do any
and all things determined necessary to effect the accomplishment of the issuance, sale and
delivery of the Bonds and to deliver the necessary documents to the proper parties as requested to
carry out the intended purposes of this resolution. In addition, the Development Corporation
Representative is authorized to approve the appointment of a successor Trustee and approve
amendments as authorized by Section 7.01 and Article VIII, respectively, of the Indenture.
"Development Corporation Representative" means the Chief Executive Officer of the Port of
Seattle (the "Port") or the Chief Financial and Administrative Officer of the Port (or the
successor in function(s) to such person(s)) or such other person as may be directed by resolution
of the Board or any other employee of the Port designated in writing by any of the foregoing as a
Development Corporation Representative. 
Section 8.    Limitations on Liability. Nothing contained in this resolution nor in the
Bonds, the Sublease, the Financing Lease, the Leasehold Deed of Trust, the Assignment, the

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Indenture, the Escrow Agreement, the Bond Purchase Agreement, nor any other instrument, shall
be construed with respect to the Development Corporation or the Port of Seattle (the "Port") as
incurring a pecuniary liability or charge upon the general credit of the Development Corporation
or the Port or against the taxing power of the Port, nor shall the breach of any agreement
contained in this resolution, the Bonds, the Financing Lease, the Sublease, the Leasehold Deed of
Trust, the Assignment, the Indenture, the Escrow Agreement, the Bond Purchase Agreement, or
any other instrument or document executed in connection therewith impose any pecuniary
liability upon the Development Corporation or the Port or any charge upon the general credit of
the Port or the taxing power of the Port. 
ADOPTED by the Board of Directors of the Industrial Development Corporation of the
Port of Seattle this 11th day of September, 2012. 
INDUSTRIAL DEVELOPMENT
CORPORATION OF THE PORT OF
SEATTLE 

By 
President, Board of Directors 
ATTEST: 

Secretary, Board of Directors 





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CERTIFICATE 

I, the undersigned, Secretary of the Board of Directors (the "Board") of the Industrial
Development Corporation of the Port of Seattle (the "Development Corporation"), DO HEREBY
CERTIFY: 
1.     That the attached Resolution No. 80 (the "Resolution") is a true and correct copy
of a resolution of the Development Corporation as adopted at a special meeting of the Board held
on September 11, 2012. 
2.     That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
legal quorum was present throughout the meeting and a legally sufficient number of members of
the Board voted in the proper manner for the adoption of the Resolution; that all other
requirements and proceedings incident to the proper adoption of the Resolution have been duly
fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. 
IN WITNESS WHEREOF, I have hereunto set my hand this ______ day of September,
2012. 

Secretary, Board of Directors 





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